Exhibit 99.1

Unaudited pro forma condensed combined financial information

Introduction

On October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord” or the “Company”) entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a wholly-owned subsidiary of the Company (“Aspen Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Aspen Sub, will merge with and into Altra, with Altra surviving the transaction as a wholly-owned subsidiary of the Company (the “Merger”).

On October 4, 2021, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated February 15, 2021 (the “Rexnord Merger Agreement”), the Company completed its combination with the Rexnord Process & Motion Control business (the “Rexnord PMC business”) of Zurn Elkay Water Solutions Corporation (formerly known as Rexnord Corporation) (“Zurn”) in a Reverse Morris Trust transaction (the “Rexnord Transaction”). Pursuant to the Rexnord Transaction, (1) Zurn transferred to its then-subsidiary Land Newco, Inc. (“Land”) substantially all of the assets, and Land assumed substantially all of the liabilities, of the Rexnord PMC business, (2) after which, all of the issued and outstanding shares of common stock, $0.01 par value per share, of Land (“Land Common Stock”) held by a subsidiary of Zurn were distributed in a series of distributions to Zurn’s stockholders (the distributions, and the final distribution of Land Common Stock from Zurn to Zurn’s stockholders, which was made pro rata for no consideration, the “Spin-Off”) and (3) immediately after the Spin-Off, one of the Company’s subsidiaries (“Rexnord Merger Sub”) merged with and into Land (the “merger with the Rexnord PMC business”) and all shares of Land Common Stock (other than those held by Zurn, Land, the Company, Rexnord Merger Sub or their respective subsidiaries) were converted into the right to receive 0.22296103 shares of Regal Rexnord’s common stock, $0.01 par value per share (“Company Common Stock”), as calculated in the Rexnord Merger Agreement.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The following unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing (as defined below) as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022.

The following unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022.

The historical financial statements of Regal Rexnord and Altra have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger, the Debt Financing and, as applicable, the merger with the Rexnord PMC business, in each case, in accordance with accounting principles generally accepted in the United States (“GAAP”).

Regal Rexnord believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, based on information available to Regal Rexnord’s management at this time and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company. The combined company’s actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial information should be read in conjunction with:

Description of the Merger

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of Altra’s common stock, par value $0.001 per share (“Altra Common Stock”) (other than (i) any shares held by either the Company, Altra or Aspen Sub, (ii) shares owned by any direct or indirect wholly-owned subsidiary of Altra or the Company, (iii) shares for which appraisal rights have been properly and demanded according to Section 262 of the Delaware General Corporation Law and (iv) restricted shares of Altra Common Stock granted under Altra’s 2014 Omnibus Incentive Plan and subject to forfeiture conditions), will be converted into the right to receive $62.00 in cash, without interest (the “Merger Consideration”). The Merger Agreement generally provides that (1) each vested Altra stock option outstanding immediately prior to the Effective Time will be canceled and converted into a cash payment equal to the intrinsic value of such option based on the Merger Consideration, (2) each unvested Altra stock option outstanding, immediately prior to the Effective Time, will be converted into an award of stock options with respect to Company Common Stock with an intrinsic value equivalent to the intrinsic value of the Altra stock option based on the Merger Consideration, (3) each unvested Altra restricted stock unit outstanding, as of the Effective Time, that is subject solely to time-based vesting conditions will be converted into an award of restricted stock units with respect to the Company Common Stock with an equivalent value based on the Merger Consideration on substantially similar terms and conditions, (4) each unvested award of Altra restricted shares will be converted into the right to receive an amount in cash of equivalent value based on the Merger Consideration, without interest, on substantially similar terms and conditions and (5) each unvested Altra restricted stock unit outstanding, as of the Effective Time, that is subject to performance-based vesting conditions will be converted into an award of time-based restricted stock with an equivalent value based on the Merger Consideration on substantially similar terms and conditions (with performance goals being deemed satisfied at specified levels).

Description of the Debt Financing

In connection with the Merger, on October 26, 2022, the Company entered into a debt commitment letter (the “Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which, and subject to the terms and conditions set forth therein, JPMorgan committed to provide, among other things, (i) approximately $5.5 billion in an aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the “Bridge Facility”) and (ii) a backstop credit facility in an aggregate principal amount of up to approximately $2.03 billion, consisting of a $1.0 billion backstop revolving credit facility and approximately $1.03 billion backstop term loan facilities (collectively, the “Backstop Facility”). The commitments under the Backstop Facility were subsequently reduced to $0 upon the effectiveness of the amendment to the Second Amended and Restated Credit Agreement entered into on November 17, 2022. The Bridge Facility is subject to customary closing conditions, including that substantially concurrently with the initial funding under the Bridge Facility, the Merger shall be consummated. The Company may also repay or seek amendments to its other outstanding indebtedness in connection with the Merger. The Company anticipates incurring significant fees and expenses in connection with the Merger, the amount of which is uncertain and will depend on the nature of the financing ultimately employed in connection with the Merger. For the purposes of the unaudited pro forma condensed combined financial information, Regal Rexnord assumes that it will not utilize the Bridge Facility, as the Company intends to instead obtain various forms of permanent financing as illustrated below. The unaudited pro forma condensed combined information reflects the following:

Incremental Term A-1 Facility

Notes

Accounting for the Merger

The Merger is being accounted for as a business combination using the acquisition method with Regal Rexnord as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (ASC 805). Under this method of accounting, the Merger Consideration will be allocated to Altra’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Merger. The process of valuing the net assets of Altra immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the allocation of the Merger Consideration and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 below for more information.

“Transactions” is defined herein as: (i) the issuance of the Notes and the upsize of the Term A-1 Facility and Regal Rexnord’s revolving credit facility under the Second Amended and Restated Credit Agreement, and the related incurrence of such loans thereunder (together with the issuance of the Notes, the “Debt Financing”), (ii) the use of proceeds from the Debt Financing as specified herein, (iii) the consummation of the Merger, (iv) the amendment to the note purchase agreement with respect to the Company’s 3.90% Senior Notes due 2032, dated December 21, 2022, and (v) the payment of certain fees and expenses related to the foregoing.

Regal Rexnord intends to use the net proceeds from this offering, together with borrowings under its Term A-1 Facility and cash on hand, to fund the Merger Consideration, repay certain of Altra’s outstanding indebtedness and pay certain fees and expenses related to the Transactions.

See the accompanying notes to the unaudited pro forma condensed combined financial information.

See the accompanying notes to the unaudited pro forma condensed combined financial information.

See the accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(i) To reclassify $33.8 million of Income Tax Receivable to Prepaid Expenses and Other Current Assets.

(ii) To reclassify $5.4 million of Income Tax Payable to Other Accrued Expenses.

(iii) To reclassify $1.7 million of Long-Term Taxes Payable to Other Noncurrent Liabilities.

(iv) Reclassification of $267.7 million of Selling, General and Administrative Expenses to Operating Expenses.

(v) Reclassification of $48.6 million of Research and Development Expenses to Operating Expenses.

(vi) Reclassification of $4.2 million of Restructuring Costs to Cost of Sales and $0.6 million of Restructuring Costs to Operating Expenses.

(vii) Reclassification of $211.6 million of Selling, General and Administrative Expenses to Operating Expenses.

(viii) Reclassification of $0.3 million of Restructuring and Other Similar Charges to Operating Expenses and $1.8 million to Cost of Sales.

(ix) Reclassification of $9.9 million of Amortization of Intangible Assets to Operating Expenses.

(x) Reclassification of $0.3 million of Equity Method Investment Income to Other Income, Net.

Refer to the table below for a summary of adjustments made to present Altra’s consolidated statement of operations for the year ended December 31, 2021 to conform with Regal Rexnord’s consolidated statement of income for the year ended January 1, 2022:

(xi) Reclassification of $368.7 million of Selling, General and Administrative Expenses to Operating Expenses.

(xii) Reclassification of $63.9 million of Research and Development Expenses to Operating Expenses.

(xiii) Reclassification of $2.6 million of Restructuring Costs to Cost of Sales and $0.4 million to Operating Expenses.

(xiv) Reclassification of $60.0 million of Goodwill Impairment included in Impairment Charges to Goodwill Impairments.

(i) The cash paid for the common stock component of the preliminary estimated Merger Consideration is based on 65.1 million shares of outstanding Altra Common Stock as of November 11, 2022 at $62.00 per share, in accordance with the Merger Agreement.

(ii) As discussed in “Description of the Merger”, certain awards of Altra will be replaced by Regal Rexnord’s awards with similar terms for each unvested Altra award. The unvested portion of the estimated fair value of Regal Rexnord’s equity awards attributable to the pre-combination service period represents estimated Merger Consideration of $17.1 million. The remainder of the fair value will be recognized as compensation expense subsequent to the Merger. The portion of the estimated fair value of vested Altra stock options converted into a cash payment is $10.2 million, which is also reflected in the Merger Consideration.

(iii) The estimated cash paid by Regal Rexnord to settle (a) the term loan facility (the “Altra Term Loan Facility”) and (b) the revolving credit facility (the “Altra Revolving Credit Facility”) (in each case of (a) and (b), pursuant to the credit agreement with certain subsidiaries of Altra, the lenders party to that credit agreement from time to time (collectively, the “Altra Lenders”), Bank of Montreal as administrative agent, as sustainability structuring agent and collateral agent thereunder and under the security and guarantee documents for the Altra Lenders, and BMO Capital Markets Corp., Citizens Bank, N.A., JPMorgan and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners) and (c) the 6.125% senior notes due 2026 of Stevens Holding Company, Inc., a wholly owned subsidiary of Altra (the “2026 Altra Notes”), of $392.5 million, $275.0 million, and $383.7 million, respectively, including $11.8 million of accrued interest. In certain instances, a portion of the 2026 Altra Notes may remain outstanding after the closing of the Merger.

(iv) The estimated cash paid by Regal Rexnord to settle Altra’s transaction expenses of $64.0 million.

Preliminary Merger Consideration Allocation

The assumed accounting for the Merger, including the preliminary Merger Consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Altra, Regal Rexnord used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. Regal Rexnord is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.  The unaudited pro forma adjustments are based upon available information and certain assumptions that Regal Rexnord believes are reasonable under the circumstances. The purchase price adjustments relating to the unaudited pro forma condensed combined financial information are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the estimated preliminary Merger Consideration allocation, as if the Merger had been completed on September 30, 2022:

(i) The unaudited pro forma condensed combined balance sheet has been adjusted to record Altra’s inventories at a preliminary fair value of approximately $372.0 million, an increase of $48.4 million from the carrying value.

The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022, has been adjusted to recognize additional cost of sales related to the increased basis. The additional costs are not anticipated to affect the condensed combined statements of income beyond twelve months after the acquisition date.

(ii) The unaudited pro forma condensed combined balance sheet has been adjusted to record Altra’s net property, plant and equipment at a preliminary fair value of approximately $330.0 million, an increase of $66.2 million from the carrying value. The unaudited pro forma condensed combined statements of income have been adjusted to recognize additional depreciation expense related to the increased basis under cost of sales. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over a useful life of 10-14 years on a straight-line basis.

(iii) Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet:

(a) Reflects adjustment to cash and cash equivalents:

(i) These costs consist of legal advisory, financial advisory, accounting and consulting costs.

(ii) The estimated cash paid by Regal Rexnord for new compensation arrangements executed in connection with the Merger consisting of $19.7 million of retention bonuses of which $11.1 million is payable upon closing of the Merger while the remaining balance is payable upon completion of six months of service from each employee; and settlement of $11.0 million of change in control payments consisting of severance, health insurance, and performance bonuses.

(iii) The estimated cash paid by Regal Rexnord for each vested Altra stock option outstanding immediately prior to the Effective Time which were canceled and converted into a cash payment equal to the intrinsic value of such option pursuant to the terms of the Merger Agreement.

(iv) The estimated cash paid by Regal Rexnord to settle the Altra Term Loan Facility, the Altra Revolving Credit Facility, and the 2026 Altra Notes of $392.5 million, $275.0 million, and $383.7 million, respectively, including $11.8 million of accrued interest. In certain instances, a portion of the 2026 Altra Notes may remain outstanding after the closing of the Merger.

(b) Reflects the preliminary purchase accounting adjustment for inventories based on the acquisition method of accounting. After the closing of the Merger, the step up in inventories to fair value will increase cost of sales as the inventories are sold, which for purposes of these pro forma financial statements is assumed to occur within the first year after the Merger.

(c) Reflects the preliminary purchase accounting adjustment for net property, plant and equipment based on the acquisition method of accounting.

(d) Preliminary goodwill adjustment of $1,154.9 million, which represents the elimination of historical goodwill and excess of the estimated Merger Consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

(e) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized.

(f) Reflects an adjustment for the estimated tax impacts of the pro forma adjustments of $290.0 million, $3.6 million and $2.2 million to Deferred Income Taxes, Deferred Income Tax Benefits and Prepaid Expenses and Other Current Assets, respectively, utilizing a statutory income tax rate in effect of 21.3%. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(g) Reflects the issuance of the Notes and the increased commitments under the Term A-1 Facility, net of unamortized debt issuance costs, to fund a portion of the Merger Consideration. Regal Rexnord anticipates drawing down on debt from the commitment parties for $5,000 million. The adjustment to current and long-term debt is comprised of the following items:

(i) Represents elimination of accrued interest in Other Accrued Expenses related to existing Altra debt that will be paid off in connection with the Merger.

(h) Reflects the elimination of Altra’s historical additional paid-in capital of $1,724.4 million partially offset by the recognition of compensation-related impacts of the Merger of approximately $30.7 million ($17.1 million of estimated converted Altra awards attributable to pre-combination service and $13.6 million of compensation for accelerated vesting).

(i) Reflects the elimination of Altra’s retained earnings, the payment of transaction costs, and the incremental expense for compensation arrangements.

(i) These costs consist of financial advisory, legal advisory, accounting and consulting costs.

(ii) The estimated expense for new compensation arrangements executed in connection with the Merger consisting of $19.7 million of retention bonuses of which $11.1 million is payable upon closing of the Merger while the remaining balance is payable upon completion of six months of service from each employee; and settlement of $11.0 million of change in control payments consisting of severance, health insurance, and performance bonuses.

(iii) Represents the accelerated vesting for certain employees who participate in a change in control plan and are expected to be terminated in conjunction with the Merger. At this time, Regal Rexnord has not made final conclusions with respect to labor matters of the combined company. Accordingly, the estimate of any related costs may change materially.

(j) Reflects the elimination of Altra’s historical accumulated other comprehensive income.

Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statements of Income

(i) Includes the removal of the fair value step up on inventory related to the Rexnord PMC business that turned in the nine months ended September 30, 2022 and the runoff of inventory step-up related to Altra inventory. These costs are non-recurring in nature and not anticipated to affect the condensed combined statements of income beyond twelve months after the acquisition date.

(b) Reflects the adjustments to operating expenses, including the incremental depreciation and amortization of the estimated fair value of intangibles and property, plant and equipment, the preliminary incremental stock-based compensation expense for Regal Rexnord for the acceleration of equity awards, the estimated transaction costs expensed and other non-recurring compensation-related expenses.

(i) A 10.0% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $12.5 million for the nine months ended September 30, 2022 and $16.7 million for the year ended January 1, 2022. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(ii) Represents incremental stock-based compensation expense attributable to the post-combination period for the acceleration of stock-based compensation awards in connection with the Merger.

(iii) Represents additional costs to be incurred by Regal Rexnord subsequent to September 30, 2022. These costs will not affect Regal Rexnord’s condensed combined statements of income beyond twelve months after the acquisition date.

(c) Reflects the removal of historical Altra interest expense for debt settled in connection with the Merger and the expense related to the financing and amortization of debt issuance costs related to the Merger:

(i) This pro forma transaction accounting adjustment reflects the removal of historical interest expense associated with Altra’s existing indebtedness, which will be extinguished upon consummation of the Merger.

(ii) The new interest expense on transaction financing adjustments included in the unaudited pro forma condensed combined statements of income reflects the interest expense and amortization of debt issuance costs associated with new debt to be incurred in connection with the Transactions. Interest was recognized using a blended interest rate of 6.2% for the Notes and the Incremental Term A-1 Facility.

(iii) Assumes the Bridge Facility will not be drawn upon as the Notes and other financing are assumed to serve as permanent financing. The costs incurred to secure the Bridge Facility and Backstop Facility are charged to interest expense. These costs are non-recurring in nature and will not affect the condensed combined statements of income beyond twelve months after the acquisition date.

A sensitivity analysis on interest expense for the nine months ended September 30, 2022 and the year ended January 1, 2022 has been performed to assess the effect of a 12.5 basis point change of the hypothetical interest on the Notes. The following table shows the change in the interest expense for the Notes described above:

(d) To record the income tax impact of the pro forma adjustments utilizing a statutory income tax rate in effect of 21.3% for the nine months ended September 30, 2022 and for the year ended January 1, 2022. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. Based on a preliminary analysis performed, approximately $27.9 million of the total $70.4 million of transaction costs reflected in the unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 were deemed to be deductible for income tax purposes.

(e) The pro forma diluted weighted average shares outstanding are a combination of historic weighted average shares of Company Common Stock and issuances of shares in connection with the Merger. In connection with the Merger, Regal Rexnord agreed to convert certain equity awards held by Altra employees into Regal Rexnord equity awards. The pro forma diluted weighted average shares outstanding are as follows:

(a) Reflects an increase to Cost of Sales for the year ended January 1, 2022 related to the step-up of inventory of approximately $4.3 million. These costs are non-recurring in nature and did not impact the unaudited pro forma condensed combined statements of income beyond twelve months after the acquisition date. The adjustment in Note 5(A) removes the additional expense recognized in the nine months ended September 30, 2022 related to the inventory step-up, as the merger with the Rexnord PMC business is assumed to have occurred on the first day of Regal Rexnord’s year ended January 1, 2022.

(b) Reflects the adjustments to Operating Expenses and Cost of Sales to record incremental depreciation and amortization expense for the year ended January 1, 2022 based on the purchase price allocation for the Rexnord PMC business. This results from the incremental depreciation expense relating to the estimated step-up in fair value of the Rexnord PMC business’ Net Property, Plant and Equipment and incremental amortization expense relating to the fair values of the Intangible assets recognized in connection with the merger with the Rexnord PMC business.

(c) To record the income tax impact of the pro forma adjustments utilizing a statutory income tax rate in effect of 21.3% for the year ended January 1, 2022. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(d) Represents an adjustment to reflect incremental Interest Expense of $30.3 million in relation to the Land term loan facility, which was assumed in connection with the merger with the Rexnord PMC business and subsequently refinanced pursuant to the Second Amended and Restated Credit Agreement, for the nine months ended September 30, 2021 and incremental Interest Expense in relation to financing incurred to fund the special dividend payment to Regal Rexnord shareholders in connection with the merger with the Rexnord PMC business. An interest rate of 5.2% was used for the financing of Regal Rexnord debt.

(e) The pro forma basic and diluted weighted average shares outstanding are a combination of historic weighted average shares of Company Common Stock and issuances of shares in connection with the Rexnord Transaction. The pro forma basic and diluted weighted average shares outstanding are as follows:

Exhibit 99.2

Summary unaudited pro forma condensed combined financial information

On October 26, 2022, Regal Rexnord Corporation, a Wisconsin corporation (“Regal Rexnord,” the “Company” or “we”), entered into a definitive merger agreement (the “Merger Agreement”) with Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a wholly-owned subsidiary of the Company (“Aspen Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Aspen Sub will merge with and into Altra, with Altra surviving the transaction as a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each of the issued and outstanding shares of Altra's common stock, par value $0.001 per share (“Altra Common Stock”) (other than (i) any shares held by either the Company, Altra or Aspen Sub, (ii) shares owned by any direct or indirect wholly-owned subsidiary of Altra or the Company, (iii) shares for which appraisal rights have been properly and demanded according to Section 262 of the Delaware General Corporation Law and (iv) restricted shares of Altra Common Stock granted under Altra's 2014 Omnibus Incentive Plan and subject to forfeiture conditions), will be converted into the right to receive $62.00 in cash, without interest (the “Merger Consideration”).

The following tables present unaudited pro forma condensed combined financial information to account for the Transactions (as defined below) and, as applicable, the Company’s merger with the Rexnord Process & Motion Control business (the “Rexnord PMC business”). The summary unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2022 and the year ended January 1, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra. The summary unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The summary unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The summary unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred.

For more information, see the unaudited pro forma condensed combined financial information attached as Exhibit 99.1 to the Company’s Form 8-K, filed on January 5, 2023 and presented in accordance with GAAP (the “unaudited pro forma condensed combined financial information”). The summary unaudited pro forma condensed combined financial information is for illustrative purposes only and is based on various adjustments and assumptions, and is not necessarily an indication of the financial condition or the results of operations of the combined company that would have been achieved had the Merger, the Debt Financing (as defined below) or, as applicable, the merger with the Rexnord PMC business, been completed as of the date indicated or that may be achieved in the future.

This information is only a summary and should be read in conjunction with the unaudited pro forma condensed combined financial information and the historical financial statements and related notes thereto for both Regal Rexnord and Altra.

References to the “Transactions” herein are to (i) the issuance of certain senior unsecured notes (the “Notes”) in a private placement and the upsize of our term loan credit facility (the “Term Loan Credit Facility”) and revolving credit facility under our Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein (as amended from time to time, the “Second Amended and Restated Credit Agreement”), and the related incurrence of such loans thereunder (together with the issuance of the Notes, the “Debt Financing”), (ii) the use of proceeds from the Debt Financing as specified herein, (iii) the consummation of the Merger, (iv) the amendment to the note purchase agreement with respect to the Company’s 3.90% Senior Notes due 2032, dated December 21, 2022, and (v) the payment of certain fees and expenses related to the foregoing.

Regal Rexnord intends to use the net proceeds from the offering of the Notes, together with borrowings under its Term Loan Credit Facility and cash on hand, to fund the Merger Consideration, repay certain of Altra’s outstanding indebtedness and pay certain fees and expenses related to the Transactions.

Non-GAAP financial measures

Certain financial information of the combined company following the Merger (the “combined company”) was determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”), including Pro Forma Adjusted EBITDA, Pro Forma Net Debt and Pro Forma Cash Interest Expense, which are Adjusted EBITDA, Net Debt and Cash Interest Expense, further adjusted as described in “Summary unaudited pro forma condensed combined financial information.” “Pro Forma Adjusted EBITDA” is defined as: pro forma net income (loss) adjusted for (i) interest expense, (ii) interest income, (iii) taxes, (iv) restructuring and related costs, (v) transaction and related costs, (vi) impairments and exit related costs, (vii) goodwill impairment, (viii) inventory step up adjustment, (ix) gain on sale of assets, (x) depreciation, (xi) amortization, and (xii) share-based compensation expense. “Pro Forma Net Debt” is defined as: pro forma current maturities of long-term debt adjusted for (i) long-term debt and (ii) cash. “Pro Forma Cash Interest Expense” is defined as: pro forma interest expense excluding amortization of financing fees and other non-cash interest expense.

Our management believes that these non-GAAP measures are useful measures for providing investors with additional information regarding the combined company when used in conjunction with the unaudited pro forma condensed combined financial information and the reconciliations to corresponding GAAP financial measures. These non-GAAP financial measures, and certain ratios related thereto, are presented to show trends that investors may find useful in evaluating the combined company’s business and understanding its ability to service its debt. This information should be considered in addition to, and not as substitute for, information prepared in accordance with GAAP and has important limitations as an analytical tool because it may exclude items that are significant in understanding and analyzing the combined company’s financial results.

These non-GAAP financial measures contain a variety of adjustments and assumptions and do not represent the actual financial position or results of the combined company. We strongly encourage investors to review the unaudited pro forma condensed combined financial information in its entirety and caution investors that, because non-GAAP financial measures are not standardized, it may not be possible to compare such measures to the non-GAAP financial measures presented by other companies, even if they have the same or similar names.

For a more detailed discussion and for reconciliations of these non-GAAP financial measures to their most closely comparable financial measures calculated in accordance with GAAP, see “Summary unaudited pro forma condensed combined financial information.”

Exhibit 99.3

FOR RELEASE ON: January 5, 2022

Regal Rexnord Corporation Announces Senior Notes Offering

BELOIT, WI—January 5, 2023— Regal Rexnord Corporation (NYSE: RRX) (the “Company”) today announced that it intends to offer senior unsecured notes (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and persons outside the United States in accordance with Regulation S under the Securities Act (the “Notes Offering”).

As previously announced, on October 26, 2022, the Company entered into a definitive merger agreement to acquire all of the issued and outstanding shares of common stock of Altra Industrial Motion Corp., a Delaware corporation (“Altra”) (the “Merger”). The Company intends to use the net proceeds from the Notes Offering, together with term loan borrowings under its senior credit facilities and cash on hand, to fund the Merger, repay certain of Altra’s outstanding indebtedness and pay related fees and expenses. The closing of the Notes Offering is not conditioned on the closing of the Merger, which, if completed, will occur at or subsequent to the closing of the Notes Offering.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any sale of the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes and the related note guarantees have not been registered under the Securities Act or any state or other jurisdiction’s securities laws and may not be offered or sold in the United States to, or for the benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction.

About Regal Rexnord

The Company is a global leader in the engineering and manufacturing of industrial powertrain solutions, power transmission components, electric motors and electronic controls, air moving products and specialty electrical components and systems, serving customers around the world. Through longstanding technology leadership and an intentional focus on producing more energy-efficient products and systems, the Company helps create a better tomorrow – for its customers and for the planet.

The Company is comprised of four segments: Motion Control Solutions, Climate Solutions, Commercial Systems and Industrial Systems. The Company is headquartered in Beloit, Wisconsin and has manufacturing, sales and service facilities worldwide.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this press release concerning the Company, the Company’s or management’s intentions, expectations, outlook or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions or beliefs and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: dependence on key suppliers and the potential effects of supply disruptions; fluctuations in commodity prices and raw material costs; any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that the conditions to the consummation of the Merger will not be satisfied on the terms or timeline expected, or at all; the failure to obtain, or delays in obtaining, or adverse conditions related to obtaining stockholder or regulatory approvals sought in connection with the Merger; the failure to achieve the debt financing necessary for the Merger on the desired terms, or at all; the Company’s substantial indebtedness as a result of the Merger and the related incurrence of indebtedness to finance the Merger and pay certain related fees and expenses and the effects of such indebtedness on the combined company’s financial flexibility; the Company’s ability to achieve its objectives on reducing its indebtedness on the desired timeline; the possibility that the pendency of the Merger could materially and adversely affect the Company’s and Altra’s businesses, financial condition, results of operations or cash flows; the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the Merger, the merger with the Rexnord Process & Motion Control business (the “Rexnord PMC business”) and the acquisition of Arrowhead Systems, LLC (“Arrowhead”) within the expected time-frames or at all and to successfully integrate Altra, the Rexnord PMC business and Arrowhead; the Company’s ability to identify and execute on future M&A opportunities, including significant M&A transactions; the impact of any such M&A transactions on the Company’s results, operations and financial condition, including the impact from costs to execute and finance any such transactions; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the Merger, the merger with the Rexnord PMC business and the acquisition of Arrowhead; the Company’s ability to retain key executives and employees; the continued financial and operational impacts of and uncertainties relating to the COVID-19 pandemic on customers and suppliers and the geographies in which they operate; uncertainties regarding the ability to execute restructuring plans within expected costs and timing; actions taken by competitors and their ability to effectively compete in the increasingly competitive global electric motor, drives and controls, power generation and power transmission industries; the ability to develop new products based on technological innovation, such as the Internet of Things, and marketplace acceptance of new and existing products, including products related to technology not yet adopted or utilized in geographic locations in which the Company does business; dependence on significant customers; seasonal impact on sales of products into HVAC systems and other residential applications; risks associated with global manufacturing, including risks associated with public health crises and political, societal or economic instability, including instability caused by the conflict between Russia and Ukraine; issues and costs arising from the integration of acquired companies and businesses and the timing and impact of purchase accounting adjustments; the Company’s overall debt levels and its ability to repay principal and interest on its outstanding debt; prolonged declines in one or more markets, such as heating, ventilation, air conditioning, refrigeration, power generation, oil and gas, unit material handling, water heating and aerospace; economic changes in global markets, such as reduced demand for products, currency exchange rates, inflation rates, interest rates, recession, government policies, including policy changes affecting taxation, trade, tariffs, immigration, customs, border actions and the like, and other external factors that the Company cannot control; product liability, asbestos and other litigation, or claims by end users, government agencies or others that products or customers’ applications failed to perform as anticipated, particularly in high volume applications or where such failures are alleged to be the cause of property or casualty claims; unanticipated liabilities of acquired businesses; unanticipated adverse effects or liabilities from business exits or divestitures; unanticipated costs or expenses that may be incurred related to product warranty issues; infringement of intellectual property by third parties, challenges to intellectual property, and claims of infringement on third party technologies; effects on earnings of any significant impairment of goodwill; losses from failures, breaches, attacks or disclosures involving information technology infrastructure and data; cyclical downturns affecting the global market for capital goods; and other risks and uncertainties including, but not limited, to those described in the section entitled “Risk Factors” in the Company’s and Altra’s Annual Reports on Form 10-K on file with the SEC and from time to time in other filed reports including the Company’s and Altra’s Quarterly Reports on Form 10-Q. The Company’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements, except as required by law. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.